When she came to Egypt, and understood that Ptolemy entertained proposals and overtures of peace from Antigonus, and that Cleomenes, though the Achaeans invited and urged him to an agreement, was afraid, for her sake, to come to any, without Ptolemy's consent, she wrote to him, advising him to do that which was most becoming and most profitable for Sparta, and not, for the sake of an old woman and a little child, stand always in fear of Ptolemy. This character she maintained in her misfortunes.
Antigonus, having taken Tegea, and plundered Orchomenus and Mantinea, Cleomenes was shut up within the narrow bounds of Laconia;and making such of the helots as could pay five Attic pounds free of Sparta, and, by that means, getting together five hundred talents, and arming two thousand after the Macedonian fashion, that he might make a body fit to oppose Antigonus's Leucaspides, he undertook a great and unexpected enterprise. Megalopolis was at that time a city of itself as great and as powerful as Sparta, and had the forces of the Achaeans and of Antigonus encamping beside it; and it was chiefly the Megalopolitans' doing, that Antigonus had been called in to assist the Achaeans. Cleomenes, resolving to snatch the city (no other word so well suits so rapid and so surprising an action), ordered his men to take five days' provision, and marched to Sellasia, as if he intended to ravage the country of the Argives; but from thence making a descent into the territories of Megalopolis, and refreshing his army about Rhoeteum, he suddenly took the road by Helicus, and advanced directly upon the city. When he was not far off the town, he sent Panteus, with two regiments, to surprise a portion of the wall between two towers, which he learnt to be the most unguarded quarter of the Megalopolitans' fortifications, and with the rest of his forces he followed leisurely. Panteus not only succeeded at that point, but finding a great part of the wall without guards, he at once proceeded to pull it down in some places, and make openings through it in others, and killed all the defenders that he found. Whilst he was thus busied, Cleomenes came up to him, and was got with his army within the city, before the Megalopolitans knew of the surprise. When, after some time, they learned their misfortune, some left the town immediately, taking with them what property they could; others armed and engaged the enemy; and though they were not able to beat them out, yet they gave their citizens time and opportunity safely to retire, so that there were not above one thousand persons taken in the town, all the rest flying, with their wives and children, and escaping to Messene. The greater number, also, of those that armed and fought the enemy were saved, and very few taken, amongst whom were Lysandridas and Thearidas, two men of great power and reputation amongst the Megalopolitans; and therefore the soldiers, as soon as they were taken, brought them to Cleomenes. And Lysandridas, as soon as he saw Cleomenes afar off, cried out, "Now, King of Sparta, it is in your power, by doing a most kingly and a nobler action than you have already performed, to purchase the greatest glory." And Cleomenes, guessing at his meaning, replied, "What, Lysandridas, you will not surely advise me to restore your city to you again?" "It is that which I mean," Lysandridas replied; "and I advise you not to ruin so brave a city, but to fill it with faithful and steadfast friends and allies, by restoring their country to the Megalopolitans, and being the saviour of so considerable a people." Cleomenes paused a while, and then said: "It is very hard to trust so far in these matters; but with us let profit always yield to glory." Having said this, he sent the two men to Messene with a herald from himself, offering the Megalopolitans their city again, if they would forsake the Achaean interest, and be on his side. But though Cleomenes made these generous and humane proposals, Philopoemen would not suffer them to break their league with the Achaeans; and accusing Cleomenes to the people, as if his design was not to restore the city, but to take the citizens too, he forced Thearidas and Lysandridas to leave Messene.